DIRECTORS' REPORT To The Shareholders The Directors present the Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010. 2. In view of losses your Directors do not recommend payment of any dividend for the year ended 31st March, 2010. 3. The Company's Steel Plant at Malanpur (Madhya Pradesh) continues to remain under suspension of operation since October, 1998. The necessary permission from the Labour Secretary, Govt, of Madhya Pradesh for closure of the Plant was obtained and confirmed by High Court at Gwalior. The Company has been declared as a sick company by Board for Industrial & Financial Reconstruction (BIFR) pursuant to an application filed u/s.15(1) of Sick Industrial Companies (Special Provisions) Act. 4. The Company has filed a Draft Rehabilitation Scheme for its revival before the BIFR which is under their consideration for approval. After approval, the Scheme will be effective from 01.04.2009. 5. The Company had no employee during the year in respect of which a statement pursuant to Section 217(2A) of the Companies Act,1956 read with the rules thereunder is required to be annexed. Hence, information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, as amended, has not been provided in this report. 6. Shri P K Rateria retires by rotation and being eligible offers himself for re-apointment. 7. Shri K C Khajanchi, Executive Director and Secretary resigned from the Board of the Company w.e.f. 31.05.2010. Shri N K Jain has been appointed as Whole-time Director designated as Executive Director w.e.f. 01.06.2010. 8. The Audit Committee consists of Shri P K Rateria, Shri N K Jaipuria, Directors and Shri N K Jain, Executive Director of the Company. 9. The Auditors M/sAsit Mehta & Co., Chartered Accountants, retire and are eligible for re-appointment. You are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration for the current year. Notes referred to in the Auditors' Report are self explanatory. 10. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is given in Annexure, which is attached hereto and forms part of the Directors' Report. 11. Directors Responsibility Statement a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that year. c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the Annual Accounts on a going concern basis. For and on behalf of the Board of Directors N K Jain Executive Director P K Rateria Director Kolkata The 27th day of August, 2010 |